ManlyCards.com Terms of Sale Agreement

1. General Rules and Definitions

1.1 If you choose to purchase one or more subscriptions to and/or downloads from the ManlyCards.com Web service (the "Service"), you will be agreeing to abide by all of the terms and conditions of these Terms of Sale (the "Agreement") between you and Manly Cards. Additionally, you will be agreeing to the Terms of Use and Privacy Policy, copies of which are posted on the Service.

1.2 Manly Cards hereby grants you a limited license to copy and use the materials, features, and services provided on the Service (collectively the "Materials") solely for your personal, non-commercial use, subject to this Agreement. The design and layout of the Service are specifically excluded from the Materials. No other use of the Service or Materials is authorized. You agree that any copy of the Materials (or any portion of the Materials) that you make shall retain all copyright and other proprietary notices contained herein or therein. Framing of the Service or Materials or posting of Materials on other Web Sites is strictly prohibited.

1.3 The products, technology, and/or processes described and/or used on the Service may be the subject of intellectual property rights reserved by Manly Cards or other third parties. Except for the limited license granted above, nothing contained herein shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any intellectual property right of Manly Cards or any third party.

1.4 Manly Cards may change, add or remove portions of this Agreement at any time. Your continued use of the Service constitutes your acceptance of any such change to the terms of this Agreement.

1.5 If any of the rules contained in the Agreement or any future changes to the Agreement are not acceptable to you, you may refrain from use of ManlyCards.com and its affiliates. Your continued use of the Service now, or following the posting of notice of any changes in the rules contained in the Agreement, will indicate acceptance by you of such rules, changes or modifications.

1.6 Manly Cards may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature or content. Manly Cards may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

2 Use of Service and Content

2.1 The contents of the Service are intended for your personal, noncommercial use. All materials published on the Service (including, but not limited to photographs, graphics, images, illustrations, sound clips and flash animation, also known as the "Content") are protected by copyright, and owned or controlled by Manly Cards or its affiliates, or the party credited as the provider of the Content. You shall abide by all additional copyright restrictions contained in any Content accessed through the Service.

2.2 All of the Materials and Content available on the Service are protected by copyright pursuant to U.S. and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except for as otherwise provided for in this Agreement), create new works from, distribute, perform, display, or in any way exploit, any of the Materials or Content or the Service in whole or in part.

3 Access and Availability of Service and Links

3.1 Manly Cards feature on the Service, in its newsletters, or in its e-mail communications to you links to third-party web sites. These may appear in the form of text links, advertisements, banners, buttons, integrated gift services, digital cash, digital gift certificates, or otherwise. THE GOODS AND SERVICES AVAILABLE THROUGH THESE LINKS ARE OFFERED BY INDEPENDENT COMPANIES, WHICH ARE NOT AFFILIATED IN ANY WAY WITH MANLY CARDS OR ITS AFFILIATES. MANLY CARDS MAKES NO REPRESENTATIONS AS TO THE QUALITY, FITNESS, WORKMANSHIP, VALUE, APPROPRIATENESS, OR RELIABILITY OF THE MERCHANDISE AVAILABLE OR THE SOLVENCY OR FINANCIAL VIABILITY OF ANY ADVERTISER. MANLY CARDS WILL NOT REIMBURSE OR INDEMNIFY YOU FOR ANY LOSSES YOU MAY INCUR AS A RESULT OF TRANSACTIONS WITH ANY MANLY CARDS ADVERTISER. USERS ARE ADVISED TO USE DISCRETION IN SELECTING COMPANIES TO DO BUSINESS WITH ONLINE.

3.2 There may be circumstances where access to the Service is provided by a link located at another Web site. Neither Manly Cards nor its affiliates makes any representations or give any warranties with respect to any information contained in or at these other sites and neither Manly Cards nor its affiliates shall be liable for any damages or injury arising from the content of these other sites. Neither Manly Cards nor its affiliates endorses the individuals, companies, or other similar entities, or any products or materials associated with such individuals, companies, or other similar entities, that provide a link to the Service.

4 Representations and Warranties

4.1 You represent, warrant and covenant (a) that no materials of any kind submitted through your account will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; and (b) that you are at least eighteen years old. You hereby indemnify, defend and hold harmless Manly Cards and its affiliates, and all officers, directors, owners, agents, Content providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of this Agreement or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in defense of any such claim. Manly Cards reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

4.2 Neither Manly Cards nor its affiliates represent or endorse the accuracy or reliability of any opinion, statement, or other information displayed or distributed through the Service by any users, information provider or any other person or entity. You acknowledge that any reliance upon any such opinion, statement or other information shall be at your sole risk.

5 Registration and Security

5.1 In order to establish an account to use the Service, you will be required to select a password to be used in conjunction with your e-mail address. You will be required to give us certain registration information, all of which must be accurate and updated. You may not (a) use an account of another person with the intent to impersonate that person; or (b) use an account to which another person has rights without such person's authorization. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your account. You shall be responsible for maintaining the confidentiality of your password.

5.2 You shall notify Manly Cards of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information.

5.3 You must be 18 years or older to subscribe to the Service; however, persons under the age of eighteen may use the Service. You may share your password with others, subject to the provisions of Section 5.4 below.

5.4 You are responsible for all usage or activity on your account, including the use of the account by any third party authorized by you to use your password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at the sole discretion of Manly Cards, and Manly Cards may refer you to appropriate law enforcement agencies.

6 Fees and Payments

6.1 You shall be responsible to pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the Service by Manly Cards or by any vendor or service provider. At its sole discretion, Manly Cards reserves the right at any time to offer membership(s) on the Service at a discount or to provide premiums and promotions as a membership incentive. All fees and charges shall be charged to the credit card provided as part of the registration process and you agree to pay such charges. You shall also pay any applicable taxes relating to use of the Service through your account.

6.2 ALL DOWNLOAD PURCHASES ARE NON-REFUNDABLE. YOU WILL BE CHARGED AT THE TIME OF PURCHASE.

7 Communications Between Manly Cards and Users

7.1 If you indicate on the registration page that you want to receive such information, Manly Cards, its owners, assigns and affiliates will allow certain third party vendors to provide you with information about products and services.

7.2 Manly Cards reserves the right to send you electronic mail regarding billing, administrative, or legal matters relating to the Service or notifying you of special "Members Only" offers or promotions.

7.3 Manly Cards reserves the right to disclose information about your usage and demographics, provided that it will not reveal your personal identity in connection with the disclosure of such information. Advertisers and/or Licensees on our website may collect and share information about you only if you indicate your acceptance.

8 Software Licenses

8.1 All information and software provided through the Service is and shall remain the sole and exclusive property of Manly Cards or its affiliates. You shall not publish, broadcast, retransmit, or otherwise reproduce the information or software in any medium, except that you may transmit personalized messages by electronic mail for personal, noncommercial purposes.

9 Limitation of Liability

9.1 THE MATERIALS, INFORMATION, AND SERVICES PROVIDED ON THE SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY MATERIALS, INFORMATION, OR SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY DATA, TEXT, IMAGES, SOUNDS, OR COMPUTER PROGRAMS (INCLUDING COLLECTIONS AND COMPILATIONS OF THEM)) OR AGAINST INFRINGEMENT. MANLY CARDS IS NOT RESPONSIBLE FOR ANY FAILURE OF ELECTRONIC GREETINGS SENT THROUGH THE SERVICE TO REACH THEIR INTENDED RECIPIENTS OR TO REACH SUCH RECIPIENTS ON THE DATE SPECIFIED BY THE SENDER. THE MATERIALS AVAILABLE ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE.

9.2 NEITHER MANLY CARDS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY AND/OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SITE, OR FROM YOUR RELIANCE ON ANY INFORMATION PROVIDED AT THE SITE, EVEN IF MANLY CARDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SET FORTH HEREIN SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT MANLY CARDS AND ITS AFFILIATES' AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID PURSUANT TO THE TERMS OF THIS AGREEMENT.

9.3 NEITHER MANLY CARDS NOR ITS AFFILIATES TAKES ANY RESPONSIBILITY OR ASSUMES ANY LIABILITY FOR ANY CONTENT UPLOADED OR OTHERWISE TRANSMITTED BY YOU OR ANY THIRD PARTY, OR FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, INDECENCY, LEWDNESS, HARASSMENT, THREATS, ABUSE, OR PROFANITY YOU MAY ENCOUNTER IN USING THE SITE. YOU AGREE TO HOLD HARMLESS MANLY CARDS AND ITS AFFILIATES AND PARTIES WITH WHOM MANLY CARDS HAS CONTRACTED FOR PURPOSES OF HOSTING OR MAINTAINING THIS SITE FROM ALL CLAIMS BASED UPON COMMUNICATIONS OR MATERIALS MADE AVAILABLE BY YOU ON THE SITE.

10 Miscellaneous

10.1 This Agreement, and the respective rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising between you and Manly Cards will be submitted to binding arbitration in New York City, New York in accordance with the American Arbitration Association's standard rules then in effect for arbitration of commercial disputes.

10.2 All correspondence must be sent via postal mail to ManlyCards, 263 West 30th Street, Third Floor, New York, NY 10001